Exhibit 99.2

Background

This Management’s Discussion and Analysis (“MD&A”) has been prepared based on information available to DeFi Technologies Inc. (“we”, “our”, “us”, “DeFi” or the “Company”) containing information through August 13, 2025, unless otherwise noted.

The MD&A provides a detailed analysis of the Company’s operations and compares its financial results for the three and six months ended June 30, 2025 and June 30, 2024. The June 30, 2025 interim condensed consolidated financial statements and related notes of DeFi have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). Please refer to the notes of the December 31, 2024 annual audited consolidated financial statements for disclosure of the Company’s significant accounting policies. Commencing with the Company’s June 30, 2025 quarter-end, the Company’s presentation currency is the U.S. dollar. Unless otherwise noted, all references to currency in this MD&A refer to U.S. dollars.

Additional information, including our press releases, have been filed electronically through “SEDAR+ and is available online under the Company’s SEDAR profile at www.sedarplus.com.

Cautionary Statement Regarding Forward Looking Information

This MD&A contains “forward-looking information” within the meaning of that term under Canadian securities laws. This information relates to future events or future performance and reflects the Company’s expectations and assumptions regarding such future events and performance. Forward-looking information can be identified by the use of words such as, but not limited to, “plans”, “expects”, “project”, “predict”, “potential”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

In particular, all statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that management of the Company expects or anticipates will or may occur in the future contain forward-looking information, including but not limited to, statements with respect to:

Forward-looking information involves various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Important factors that could cause actual results to differ materially from the Company’s expectations are described in the Company’s documents filed from time to time with the applicable regulatory authorities and such factors include, but are not limited to, risks related to the staking and lending of cryptocurrencies, DeFi protocol tokens, or other digital assets; risks relating to momentum pricing and volatility of cryptocurrencies, DeFi protocol tokens, and other digital assets; cybersecurity threats, security breaches and hacks; the relative novelty of cryptocurrency exchanges and other trading venues; regulatory risks; hedging risk; the U.S. classification of crypto assets and the Investment Company Act of 1940; the issuance of crypto ETPs in the EU and non-EU countries; risk related the Company’s Ventures portfolio exposure; risks associated with the lending and staking of digital assets, risks related to the Company’s internal arbitrage and trading business, risks associated with banks cutting off services to businesses that provide cryptocurrency related services; the impact of geopolitical events; the further development and acceptance of digital and DeFi networks; risks and uncertainties associated with custodians of digital assets; risk of loss, theft or destruction of cryptocurrencies; risks associated with the irrevocability of transactions; risks associated with the potential failure to maintain the cryptocurrency networks; risks associated with the potential manipulation of blockchain; risks that miners may cease operations; risks related to insurance; risks related to the concentration of investments; risks related to competition; risk related to investments in private issuers and illiquid securities; risks related to cash flow, revenue and liquidity; risks related to the Company’s dependence on management personnel; risks related to macro-economic conditions; risks related to the availability or opportunities and competition for investments; risks related the share prices of investments; risks related to additional financing requirements; risks related to the return on investments; risks related to the management of the Company’s growth; social , political, environmental, and economic risks in the countries in which the Company’s investment interests are located; risks related to the due diligence process undertaken by the Company in connection with investment opportunities; risks related to exchange-rate fluctuations; risks related to non-controlling interests; risks related to changes in legislation and regulations; risks associated with the Company’s limited operating history and no history of operating revenue and cash flow; risks associated with the Company having limited cash flow and funds in reserve which may not be sufficient to fund its ongoing activities at all times; risks associated with conflicts of interest; risks associated with the volatility of the Common Shares market price; risks associated the future dilution of shareholders interest in the Company; and risks associated with the Company’s history of never paying dividends; and other risks described herein including under the heading “Risks and Uncertainties”.

When relying on forward-looking information to make decisions, readers should ensure that the preceding information, the risks and uncertainties described in “Risks and Uncertainties” and the other contents of this MD&A are all carefully considered. The forward-looking information contained herein is current as of the date of this MD&A, and, except as may be required by applicable law, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking information contained herein to reflect any change in expectations, estimates and projections with regard thereto or any changes in events, conditions or circumstances on which any information is based. Readers should not place undue importance on such forward-looking information and should not rely upon this information as of any other date. In addition to the disclosure contained herein, for more information concerning the Company’s various risks and uncertainties, please refer to the Company’s public filings available under its profile on SEDAR+ at www.sedarplus.ca and at www.cboe.ca.

With regard to all information included herein relating to companies in the Company’s Venture portfolio, the Company has relied on information provided by the investee companies and on publicly available information disclosed by the respective companies.

Change in Valuation and classification of Equity Investments in Digital Assets, at FVTPL

During our audit of the Fiscal 2024 Financial Statements, we determined that locked tokens held by the Company were incorrectly accounted for in the Company’s June 30, 2024 and September 30, 2024 financial statements (the “Affected Periods”). The Company filed restated the financial statements with respect to the Affected Periods on April 14, 2025.

During its quarter-ended June 30, 2024, the Company acquired interests two private investments funds which interest represent an indirect interest in 1,614,608.41 Solana and 931,445.6 Avalanche tokens (or the proceeds from the sale of such tokens) acquired by the investment funds from a bankrupt company.

The Company reassessed the application of IFRS on the accounting for Equity Investments, at fair value through profit and loss (“FVTPL”) and determined that the appropriate accounting treatment is to classify the investments in the funds directly as financial assets as defined by IAS 32 and within the scope of IFRS 9. This is because such investments represent an equity interest in another entity rather than a direct interest in the underlying tokens. The tokens owned by the funds are subject to a lock up schedule extending to 2028 and as a result the Company has classified its equity investments as current and non-current reflecting the value of tokens which will unlock in the coming twelve months (current) and those that will unlock between 2026 through 2028 (non-current).

The investments are accounted for at FVTPL. Fair value is measured in accordance with IFRS 13 and includes a discount for lack of marketability (“DLOM”) on the locked tokens underlying the investments. The DLOM at December 31, 2024 is $86,517,729. This discount will amortize to zero by 2028 when the final tokens are unlocked.

The re-filed Q2 2024 financial statements include the following adjustments: a) application of a DLOM to reduce total assets and equity by $72,081,210 b) reclassification of $89,716,119 of current assets to non-current assets c) increase in the three and six months ended net loss of $72,616,392 and $72,616,392 respectively due to the application of the DLOM.

The re-filed Q3 2024 financial statements include the following adjustments: a) application of a DLOM to reduce total assets and equity by $75,469,830 b) reclassification of $113,668,367 of current assets to non-current assets c) increase in the three and nine months ended September 30, 2024 net loss of $2,853,438 and $75,469,830 due to the application of the DLOM.

Due to the accounting error, the Company’s management has concluded that there was a material weakness in its internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements and Management’s Discussion and Analysis will not be prevented or detected on a timely basis. Readers should refer to the Multilateral Instrument 52-109 disclosure section of this MD&A for additional commentary on the material weakness and its remediation activities.

Overview of the Company

The Company is a publicly listed issuer on the CBOE Canada trading under the symbol “DEFI” and the Nasdaq stock market in the United States under the symbol “DEFT”. The Company is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance. The Company’s mission is to expand investor access to industry-leading decentralized technologies which it believes lie at the heart of the future of finance. On behalf of its shareholders and investors, it identifies opportunities and areas of innovation and builds and invests in new technologies and ventures in order to provide trusted, diversified exposure across the decentralized finance ecosystem. The Company does so through six distinct business lines: Asset Management, DeFi Alpha, Stillman Digital, DeFi Ventures, Reflexivity Research LLC and DeFi Advisory.

The Company’s condensed consolidated interim financial statements have been prepared in accordance with IFRS applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying condensed consolidated interim financial statements.

Investment Pillars

DeFi generates revenue through six core pillars:

Asset Management

The Company through its wholly-owned subsidiary Valour Inc. (“Valour”), and Valour Digital Securities Limited (“VDSL” and together with Valour Cayman, “Valour”) is developing Exchange Traded Products (“ETPs”) that synthetically track the value of a single DeFi protocol or a basket of protocols. ETPs simplify the ability for retail and institutional investors to gain exposure to DeFi protocols or basket of protocols as it removes the need to manage a wallet, two-factor authentication, various logins, and other intricacies that are linked to managing a decentralized finance protocol portfolio. The Company’s Neuronomics AG’s acquisition on March 7, 2025 is also involved in asset management.

DeFi Alpha

Defi Alpha, a specialized arbitrage trading desk with the sole focus is to identify low-risk arbitrage opportunities within the crypto ecosystem. The Defi Alpha trading desk is strategically designed to focus on identifying and capitalizing upon arbitrage opportunities within the dynamic digital assets market. Utilizing advanced algorithmic strategies and in-depth market analysis, the trading desk aims to generate alpha by exploiting inefficiencies and discrepancies in digital asset pricing. The primary focus is on arbitrage trading opportunities in both centralized and decentralized markets, ensuring minimal market or protocol exposure to mitigate downside revenue volatility.

Stillman Digital

Stillman Digital is a leading digital asset liquidity provider that offers limitless liquidity solutions for businesses, focusing on industry-leading trade execution, settlement and technology.

DeFi Ventures

The Company, whether by itself or through its subsidiaries, invests in various companies and leading protocols across the decentralized finance ecosystem to build a diversified portfolio of decentralized finance assets.

Reflexivity Research LLC

The Company’s Research Reflexivity LLC line of business specializes in producing cutting-edge research reports for the cryptocurrency industry. Reflexivity has also focused on creating a large third-party distribution channel for its research, which has been accomplished by partnering with platforms such as TradingView, eToro and others.

DeFi Advisory

DeFi Advisory positions the Company to further capitalize on the accelerating wave of public digital asset treasury companies being formed across global markets. With proven in-house infrastructure in ETPs, trading, custody, and research, DeFi Technologies is uniquely equipped to support these companies in navigating go-public transaction, managing digital asset portfolios and executing institutional-grade trades, all under one roof.

The Company notes that it previously disclosed a business line named DeFi Instructure whereby the Company offered node management of decentralized protocols to support governance, security and transaction validation on networks. The Company stopped providing these services during 2025 and only earned nominal revenues of $4,891 during 2025 validating transactions on the Shyft network. The Company confirms that the discontinuance of DeFi Infrastructure will not have an effect on the current operations.

Highlights For The Quarter ended June 30, 2025:

New Product Launches

During June and July 2025, Valour announced that is launched twelve new SEK denominated ETPs on Sweden’s Spotlight Stock Market, broadening investor access to diversified digital asset exposure. These new ETPs provide regulated access to a range of assets—from tokenized gold to real-world asset protocols—serving growing investor demand for both traditional and next-generation blockchain applications.

About the Newly Listed ETPs

Valour Mantra (OM) ETP

Mantra is a leading protocol focused on real-world asset tokenization and compliant DeFi infrastructure. As institutional interest in tokenized financial products grows, OM plays a critical role in bridging traditional finance with on-chain applications.

Valour Tron (TRX) ETP

Tron is a high-performance, layer-1 blockchain known for its high throughput, low fees, and strong presence in DeFi and entertainment-focused applications. With billions of daily transactions and one of the largest stablecoin networks, Tron remains a top digital asset by market capitalization.

Valour Stellar (XLM) ETP

Stellar is a blockchain optimized for global payments and remittances. Its consensus protocol and low-cost transactions make it ideal for cross-border financial infrastructure, particularly in emerging markets and institutional settlement use cases.

Valour Tether Gold (XAUt) ETP

Tether Gold (XAUt) is a token backed by physical gold, offering the security of a hard asset with the accessibility of a digital token. The ETP provides investors with exposure to tokenized gold via a regulated, exchange-listed product, appealing to those seeking a hedge against inflation and fiat currency risk.

Valour Bitcoin Cash (BCH) ETP

Bitcoin Cash is a peer-to-peer digital currency designed for fast, low-cost transactions and increased scalability compared to Bitcoin.

Valour Unus Sed Leo (LEO) ETP

LEO is the utility token of Bitfinex, providing benefits across Bitfinex and associated platforms, and has emerged as a top exchange token by market capitalization.

Valour OKB (OKB) ETP

OKB is the native token of OKX, one of the world’s largest cryptocurrency exchanges, enabling trading discounts, governance participation, and ecosystem incentives.

Valour Polygon (POL) ETP

Polygon is a leading layer-2 scaling solution for Ethereum, enhancing transaction speeds and reducing costs for decentralized applications.

Valour Algorand (ALGO) ETP

Algorand is a scalable, eco-efficient layer-1 blockchain designed for enterprise-grade applications, including tokenization and central bank digital currencies (CBDCs).

Valour Filecoin (FIL) ETP

Filecoin is a decentralized storage network enabling users to rent and provide data storage, contributing to Web3 infrastructure.

Valour Arbitrum (ARB) ETP

Arbitrum is a layer-2 rollup for Ethereum, designed to increase scalability and lower transaction fees while maintaining security through Ethereum’s consensus.

Valour Stacks (STX) ETP

Stacks extends Bitcoin’s functionality by enabling smart contracts and decentralized applications secured by the Bitcoin network.

Each product offers regulated, exchange-traded access to its underlying asset, with a 1.9% management fee, and is available through standard brokerage platforms while Tether Gold (XAUt) features a fee of 0.45%.

With these additions, Valour offered over 75 digital asset ETPs across leading European exchanges, reinforcing its leadership in the market and accelerating progress toward its goal of 100 ETPs by the end of 2025.

The table below shows the changes in the Company’s AUM by month in 2025. The Company had positive inflows into its ETP products each month and took in a total of $77.4 million for the six months ended June 30, 2025. The change in AUM is primarily due to cryptocurrency price fluctuations.

Nasdaq Listing

On May 12, 2025, the Company announced that its common shares started trading on the Nasdaq Capital Market under the symbol “DEFT”. Upon commencement of trading on Nasdaq, the Company’s Common Shares will cease to be quoted on the OTC Markets. DeFi Technologies will continue to trade on the CBOE Canada ()  and the Börse Frankfurt exchanges (GR: R9B).

Kenya Digital Exchange (KDX)

On April 21, 2025, the Company announced that it has entered into a strategic partnership with the Nairobi Securities Exchange (“NSE”) and SovFi Inc. (“SovFi”), a company that aims at providing market liquidity and capital raising solutions for large capital market operations, to design and establish the Kenya Digital Exchange (“KDX”). This pioneering initiative aims to enhance Kenya’s financial market infrastructure, providing unprecedented access to global capital markets through tokenization and digital asset trading.

This announcement builds upon a previously disclosed landmark Memorandum of Understanding (“MOU”) signed between Valour, the NSE, and SovFi. The MOU aims to facilitate the creation, issuance, and trading of digital asset ETPs within the Kenyan market and beyond, leveraging DeFi’s and Valour’s expertise in digital assets and SovFi’s specialized financial solutions.

The listing of Valour ETPs on the NSE is in advanced stages. Since signing the MOU, Valour has retained one of Kenya’s leading law firms and has engaged in extensive, consistent outreach and consultation with the Capital Markets Authority of Kenya. Valour is currently engaging local partners to establish the needed architecture to successfully deploy select Valour ETPs on the NSE before the end of Q3 2025.

The initial phases of KDX will focus on investor onboarding, regulatory compliance, and primary market token issuance, with subsequent stages introducing secondary market trading, advanced AI trading strategies, market making, and interoperability with global digital exchanges.

The KDX will be deployed in three phases, with the first phase to be implemented by the end of Q4 2025 and the final phase by the end of Q2 2026. The revenue model for the KDX will include trading fees, withdrawal and deposit fees, listing fees, margin trading and lending, staking services, Initial Exchange Offerings (IEOs) and token launches, custody services, tokenization services, fiat conversion fees, market-making, yield services, and liquidity provision by DeFi Technologies’ wholly-owned subsidiary, Stillman Digital.

KDX will operate under a shared ownership structure, with DeFi Technologies leading technology provision, liquidity management, and operational oversight, while NSE will handle market operations, regulatory approvals, and facilitate market access.

Nairobi Securities Exchange

On May 15, 2025, the Company announced that it has partnered with GulfCap Investment Bank (“GCIB”) as its key Transaction Advisor for the proposed cross-listing of Valour’s ETPs on the Nairobi Securities Exchange (“NSE”).

This strategic engagement marks a significant milestone in Valour’s mission to expand regulated access to digital assets in emerging markets. With a robust suite of over 65 fully hedged digital asset ETPs already listed across major European exchanges—including Xetra (Germany), Spotlight (Sweden), and Euronext (Paris and Amsterdam)—Valour aims to bring secure and simplified exposure to digital assets to Kenyan investors.

GCIB, a licensed investment bank by Kenya’s Capital Markets Authority (“CMA”), will lead the transaction advisory process. Their mandate includes end-to-end support for the cross-listing, covering regulatory coordination, due diligence, documentation, investor engagement, and listing execution in line with NSE and CMA frameworks.

The proposed cross-listing will allow Valour’s ETPs to be traded in Kenyan Shillings on the NSE and provide investors in East Africa with exposure to leading digital assets through regulated investment vehicles.

Executive Changes

On June 2, 2025, the Company announced the appointment of former Commerzbank CEO Dr. Manfred Knof as Strategic Advisor to DeFi Technologies and Chairman of Valour, bringing decades of executive leadership experience in European banking and finance. Dr. Knof will drive global growth and institutional expansion for Valour by leveraging his extensive industry network to scale assets under management, deepen institutional relationships, and support product and market development. As Chairman of Valour, Mr. Knof will leverage his extensive senior leadership experience in the European banking and finance sectors to support Valour’s ambition of increasing assets under management (“AUM”) through institutional partnerships with leading financial institutions.  Mr. Knof will also help to expand equity research coverage and deepen relationships with institutional investors to consolidate and expand DeFi Technologies’ investor base on the back of the Company’s recent Nasdaq listing.

On April 8, 2025, the Company announced the appointment of Andrew Forson as President of DeFi’s global strategy and oversee Valour’s continued growth across European and international markets. Andrew Forson, who joined DeFi Technologies’ board of directors in July 2024, has played an integral role in driving Valour’s recent geographic expansion efforts. In his new full-time leadership role, Andrew will spearhead DeFi Technologies’ global strategy and oversee Valour’s continued growth across European and international markets. Andrew brings deep expertise from his previous role as Head of Ventures and Investments at the Hashgraph Group, the commercialization and enablement arm of Hedera. There, he was instrumental in advancing strategic investments and innovation across the Web3 ecosystem. His financial engineering background, combined with a strong understanding of digital asset markets, positions him to advance DeFi Technologies’ mission of making decentralized finance accessible through secure and compliant investment products.

Reflexivity Research Partnership with Beluga

On June 10, 2025, the Company announced that its wholly owned subsidiary, Reflexivity Research LLC (“Reflexivity Research”), a leading crypto research firm, has entered into a strategic partnership with Beluga, a leading platform that makes crypto simple and easy to understand. This collaboration is designed to accelerate joint business development, enhance distribution reach, and deliver comprehensive research services across both retail and institutional segments.

The partnership formalizes a co-marketing and referral agreement between Reflexivity Research and Beluga, leveraging each firm’s strengths to expand their respective customer bases. Under the collaboration, the Reflexivity Research and Beluga will:

This collaboration marks another milestone in DeFi Technologies’ commitment to building a robust digital asset ecosystem through strategic subsidiaries and partnerships.

Amina Bank Investment Update

On June 16, 2025, the Company provided an update on the record-breaking full-year 2024 results by its venture portfolio company, AMINA Bank AG (“AMINA Bank”), a Swiss-licensed digital asset bank.

DeFi Technologies holds a 5.07% equity stake in AMINA Bank, having participated in the company’s Series C fundraising round with an investment of US$27.35 million (CHF25 million or CAD 34.25 million as of Jan 12, 2022) at a time when AMINA Bank’s assets under management (“AUM”) stood at approximately US$1 billion. The investment is a core component of DeFi Technologies’ DeFi Ventures strategy and reflects the Company’s mission to support innovative, institutional-grade financial infrastructure driving digital asset adoption worldwide.

Since DeFi Technologies’ initial investment, AMINA Bank has executed a global transformation and posted outstanding financial results in 2024, including:

AMINA’s growth is underpinned by strong fundamentals, with a Liquidity Coverage Ratio of 228% and a CET1 capital ratio of 34% — more than double the regulatory requirement — positioning the bank for long-term resilience and expansion.

Subsequent events

Launch of DeFi Advisory

On July 21, 2025, the Company announced that its newly launched DeFi Advisory business line has been engaged to act as the asset manager for Nuvve Holding Corp.’s (Nasdaq: NVVE) recently announced HYPE treasury strategy.

Nuvve, a global leader in vehicle-to-grid (V2G) technology and grid modernization, has expanded its corporate treasury policy to include HYPE—the native token of Hyperliquid and one of the world’s fastest-growing decentralized exchanges (DEX). The investment reflects Nuvve’s commitment to long-term growth, digital innovation, and responsible participation in the decentralized finance ecosystem.

DeFi Advisory, established to provide institutional-grade digital asset treasury solutions for public companies, will oversee secure custody, execute OTC transactions, and manage active strategies to optimize the performance of Nuvve’s HYPE position. Compensation for these services will be paid quarterly based on a percentage of AUM in the form of either equity (warrants or shares) or cash, at Nuvve’s discretion. The agreement also includes the use of Stillman Digital, a DeFi Technologies subsidiary, to execute OTC transactions and support Nuvve’s ongoing digital asset purchases.

This new DeFi Advisory business line positions DeFi Technologies to further capitalize on the accelerating wave of public digital asset treasury companies being formed across global markets. With proven in-house infrastructure in Exchange Traded Products (ETPs), trading, custody, and research, DeF Technologies is uniquely equipped to support these companies in navigating go-public transactions, managing digital asset portfolios, and executing institutional-grade trades, all under one roof.

The DeFi Advisory division complements DeFi Technologies’ existing business units, enabling a multi-pronged approach to supporting the next generation of digital asset companies. 

Commencement of Options Trading on Nasdaq

Trading in DeFi Technologies’ options commenced on June 21, 2025 under the ticker symbol “DEFT” and include a range of standard expiration dates and strike prices. This listing of options is expected to expand investor access and may enhance liquidity in the Company’s shares, providing investors with added flexibility to manage risk, leverage positions and express views on the Company’s future stock performance. DeFi Technologies believes this milestone reflects continued growth in investor interest and confidence in the Company’s long-term strategic outlook.

Options trading on DeFi Technologies is available through the Options Clearing Corporation (“OCC”) and will be subject to standard rules and regulations established by Nasdaq and the OCC.

Swiss Market Entrance

On July 17, 2025, the Company announced that it had successfully listed two digital asset ETPs on the SIX Swiss Exchange—marking its inaugural product launch in Switzerland.

The newly listed products are:

These cross-listed ETPs are already trading on other major European exchanges and will now be accessible to Swiss investors through their existing brokerage accounts. With competitive management fees and integrated staking rewards, both products provide secure, transparent, and regulated access to digital assets while enabling investors to benefit from native protocol yields.

Outlook

Valour continues to cement its leadership in regulated digital asset ETPs, with over 75 listed products across European exchanges. The Company remains focused on expanding investor access to secure, transparent, and compliant digital asset exposure.

To complement its European footprint, Valour is actively expanding into high-growth international markets, including Asia, Africa, and the Middle East:

These partnerships position Valour as a first mover in emerging markets with rapidly maturing digital asset infrastructure and regulatory clarity.

The Company’s global expansion positions the Company for long-term growth, leveraging strategic partnerships, market-first advantages, and increasing investor demand to strengthen its market leadership.

The Company is optimistic that positive legislative developments in the United States such as the Genius Act passed in June 2025 and the Clarity Act passed in July 2025 will assist with increased worldwide uptake of cryptocurrencies.

Digital Assets, Digital assets loaned and Digital assets Staked

As at June 30, 2025, the Company’s digital assets consisted of the below digital currencies, with a fair value of $519,335,185 (December 31, 2024 - $555,828,900). Digital currencies are recorded at their fair value on the date they are acquired and are revalued to their current market value at each reporting date. Fair value is determined by taking the mid-point price at 17:30 CET digital asset exchanges consistent with the final terms for each ETP. The primary digital asset exchanges used to value digital assets are Kraken, Bitfinex, Binance, Coinbase and Bitstamp. Where digital assets held do not have pricing on these exchanges, other exchanges would be used. On all material coins, Kraken, Bitfinex, Coinbase and Bitstamp were used. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Vomex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com.

The Company’s holdings of digital assets consist of the following:

The continuity of digital assets for the periods ended June 30, 2025 and December 31, 2024:

Digital assets held by counterparty for the period ended June 30, 2025 and December 31, 2024 are as follows:

As of June 30, 2025, digital assets held lenders as collateral consisted of the following:

As at June 30, 2025, the 69.68 Bitcoin held by Genesis Global Capital LLC (“Genesis”) as collateral against a loan has been written down to $7,222,767, the fair value of the loan and interest held with Genesis.

As of December 31, 2024, digital assets held lenders as collateral consisted of the following:

As at December 31, 2024, the 365 Bitcoin held by Genesis as collateral against a loan has been written down to $7,007,055), the fair value of the loan and interest held with Genesis.

In the normal course of business, the Company enters into open-ended lending arrangements with certain financial institutions, whereby the Company loans certain fiat and digital assets in exchange for interest income. The Company can demand the repayment of the loans and accrued interest at any time. The digital assets on loan are included in digital assets balances above.

Digital Assets loaned

As of June 30, 2025, the Company has on loan select digital assets to borrowers at annual rates ranging from approximately 1.5 % to 4.75% and accrue interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss. The SUI coins are locked up until April 2028, with 520,499.5 coins unlocking monthly between April 2026 through April 2028.

As of December 31, 2024, the Company has on loan select digital assets to borrowers at annual rates ranging from approximately 3.25% to 5.5% and accrue interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

As of June 30, 2025, digital assets on loan consisted of the following:

As of December 31, 2024, digital assets on loan consisted of the following:

As of June 30, 2025, the digital assets on loan by significant borrowing counterparty is as follows:

As of December 31, 2024, the digital assets on loan by significant borrowing counterparty is as follows:

As of June 30, 2025, digital assets on loan were concentrated with counterparties as follows:

As of December 31, 2024, digital assets on loan were concentrated with counterparties as follows:

The Company’s digital assets on loan are exposed to credit risk. The Company limits its credit risk by placing its digital assets on loan with high credit quality financial institutions that have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the borrower, review of the internal control practices and procedures of the borrower, review of market information, and monitoring the Company’s risk exposure thresholds. As of June 30, 2025 and December 31, 2024, the Company does not expect a material loss on any of its digital assets on loan. While the Company intends to only transact with counterparties that it believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

Digital Assets Staked

As of June 30, 2025, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 2.00% to 14.58% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss. As of June 30, 2025, the Bitcoin staked digital assets are locked up until July 2025.

As of December 31, 2024, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 2.95% to 9.70%and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss.

As of June 30, 2025, digital assets staked consisted of the following:

As of December 31, 2024, digital assets staked consisted of the following:

As of June 30, 2025, the digital assets staked by significant borrowing counterparty is as follow:

As of December 31, 2024, the digital assets staked by significant borrowing counterparty is as follow:

As of June 30, 2025, digital assets staked were concentrated with counterparties as follows:

As of December 31, 2024, digital assets staked were concentrated with counterparties as follows:

The Company’s digital assets staked are exposed to market risk, liquidity risk, lockup duration risk, loss or theft of assets and return duration risk. The Company places allocation limits by counterparty and only deals with high credit quality financial institutions that are believed to have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the counterparty, review of the internal control practices and procedures of the counterparty, review of market information, and monitoring the Company’s risk exposure thresholds. As of June 30, 2025 and December 31, 2024, the Company does not expect a material loss on any of its digital assets staked. While the Company intends to only transact with counterparties that it believes to meets the Company staking policy criteria, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

EQUITY INVESTMENTS IN DIGITAL ASSETS FUNDS AT FAIR VALUE THROUGH PROFIT AND LOSS

Equity investments were as follows at June 30, 2025 and December 31,2024:

Fund A

During the year ended December 31, 2024, the Company through a subsidiary, invested $61,741,683 in three tranches of a private investment fund (“Fund A”) designed to acquire Solana and Avalanche tokens from a bankrupt company. The Company’s investment represents the acquisition by Fund A of 491,249 Solana at $105 per Solana and 931,446 Avalanche at $11 per Avalanche.

The Solana acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. The Solana will be released by Fund A in monthly increments from January 2025 through January 2028.

The Avalanche acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Avalanche is locked and will become distributable on the same unlocking schedule as the Avalanche. The Avalanche will be released by Fund A in weekly increments July 10, 2025 and continuing through July 1, 2027.

The investments in the investment fund were initially recognized based on the latest available net asset value as determined by the investment fund’s administrator less an applicable DLOM.   The values of the investments were remeasured based on quarterly valuation reports provided by the investment fund administrator less an applicable DLOM.

Fund B

During the year ended December 31, 2024, the Company invested through a subsidiary, $112,072,453 in two tranches of limited partnership units of a private investment fund (“Fund B” and together with Fund A the “Equity Investments in Digital Assets”) designed to acquire Solana tokens from a bankrupt company.

The Company’s investment represents the acquisition by Fund B of 1,123,360 Solana at $100 per Solana. The Solana acquired by Fund B is locked and staked, earning staking rewards during the lock period and thereafter until such Solana is sold by the fund manager or an in-kind distribution to the limited partners of the fund. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. Approximately 25% of the Solana were unlocked in March 2025, while the remaining 75% of the Solana will be unlocked linearly monthly until January 2028. The Company received a distribution of $71,685,819 in July 2025 from Fund B.

The investments in Fund B were initially recognized based on the latest available net asset value as determined by Fund B’s administrator less an applicable DLOM. The values of the investments were remeasured based on quarterly valuation reports provided by Fund B’s administrator less an applicable DLOM.

Third Party Exchanges, Custodians and Funds

As of June 30, 2025, the Company used the following third-party exchanges and custodians and in the ordinary course of business:

Each of the Custodians and Exchanges have not appointed a sub-custodian to hold crypto assets owned by the Company. The Custodian and Exchanges hold and safeguard the digital assets deposited by the Company and its subsidiaries. The Custodians and Exchanges also offer lending and staking services. The Custodians and Exchanges are not Canadian financial institutions. None of the Custodians and Exchanges are related parties of the Company.

Each Custodian maintains general commercial insurance on its own behalf, but the Corporation and other clients of such Custodians are not named insured under such policies. The Company is not aware of any security breaches or similar incidents at the Custodians. The Company believes that any event of insolvency or bankruptcy of a Custodian would be treated in accordance with the insolvency or bankruptcy laws of the applicable jurisdiction of such Custodian.

As of June 30, 2025, the breakdown of digital assets deposited with each of the Custodians, or Exchanges as a percentage of total digital assets custodied by the Company and its subsidiaries is as follows:

Note 1: As at June 30, 2025; Residual digital assets served as collateral for loans with Genesis Global Capital LLC (0.4%; subject to bankruptcy proceeding/filing as of 19 January 2023).

Note 2: The Company holds interest in funds that acquire Solana and Avalanche token from bankrupt company. The Company has included these positions in this chart to illustrate the underlying Solana and Avalanche tokens held in such funds.

Valour diligences and reviews counterparty risk in accordance with the following principles:

The name, the website and contact person at the exchange/counterparty, as well as the responsible onboarding owner on Valour side.

The current status of the relationship, the connection type, as well as the services, products and currency pairs used on the respective exchange/counterparty have to be documented and kept up to date

The country in which the exchange/counterparty is registered must be documented. In addition, all countries in which the exchange/counterparty holds a regulatory license have to be assessed and documented by stating the license number (if applicable).

The country of registration as well as the country/-ies of regulation are evaluated by using the country risk matrix. The country risk matrix considers the FATF (and equivalent) country evaluation, the Transparency.org Corruption Perception Index (CPI) as well as the VQF SRO country risk recommendations.

An adverse media search is being conducted. For example, information about an exchange having been hacked in the past or any news about a negative reputation, regulatory breaches etc. are documented.

Publicly available information and risk scores from data sources such as Coinmarketcap and Coingecko are being collected and documented.

The exchange/counterparty information security certification status is assessed. Information about the possession of certifications such as AICPA SOC 1, SOC 2 Type I and SOC 2 Type II as well as ISO 27001 are documented.

Information about insurance protection and regulatory status in terms of investor protection are assessed and documented.

It is being checked if the exchange/counterparty has made the public wallet addresses of its cold and hot storage publicly available or if any other cryptographic means of verification of the reserves held in custody are either publicly available or have been audited.

The risk score is evaluated on a scale of 1 to 5, with 1 being the lowest risk and 5 being the highest risk. Based on the information collected in the scorecard, with a focus on regulatory licences, a risk score is calculated and documented for each exchange or counterparty. By carefully evaluating the risk score, we can ensure that we are making responsible business decisions and protecting our customers and stakeholders.

In cases where an exchange or counterparty presents increased risks, a business justification must be provided. We must carefully consider the potential exposure and take appropriate measures to limit it through restrictions, thresholds, or other means. Any decision to establish a business relationship with an exchange or counterparty with increased risks must be approved by the board.

The review date and review frequency of all exchanges/counterparties are documented and tracked in the scorecard. A review once a year is set as the default standard, however, an ad-hoc review has to be considered in case of any event that may result in any of the assessment criteria being changed.

If the exchange or counterparty has been identified with an increased risk, such as a risk score of 4 or 5, Valour will determine if it is necessary to close the business relationship. This decision is based on the potential exposure and the potential impact on the business and stakeholders.

If it is determined that the business relationship should be terminated, a plan for closing the relationship is developed in a controlled and orderly manner. This may include transferring outstanding transactions, closing accounts, and ensuring that all necessary documents and records are properly transferred or retained. The decision to close the business relationship is communicated to the exchange or counterparty and a timeline for the closure is provided. Once the business relationship has been successfully terminated, the counterparty scorecard is updated in order to reflect the closure.

By following this process, we can ensure that we are taking a responsible and proactive approach to closing business relationships with risky counterparties. This can help protect our customers and stakeholders and maintain the integrity of our business operations.

Self-Custody of Digital Assets

At June 30, 2025, the Company’s had self-custody of digital assets totaling $247,217,097 (December 31, 2024 - $339,451,566).

The Company maintains controls around the meta mask and other hot and cold wallets includes only senior management having access to the accounts, passwords and seed phases. All copies of passwords and seed phases are secured with management. Duplicate copies of the passwords and seeds phases are held by two members of the senior management in different locations.

Staking and Lending Policy

As part of Valour’s policy to hedge 100% of the market risk, subject to allowing a US$2 million maximum unhedged exposure as a trading buffer. Valour purchases and sells the digital assets which its ETPs track. Valour may lend or stake such digital assets on its balance sheet to generate revenue in accordance with the policies in the product prospectus. Lending or staking transactions are only conducted with institutional-grade counterparties and only up to a certain percentage for risk management purposes in accordance with Valour’s lending and staking policy (the “Lending and Staking Policy”), which is reviewed and approved by the board of Valour.

When deciding whether to lend or stake a particular asset, the Lending and Staking Policy provides that the decision will initially be made based on the risk profile of the potential counterparties, then the highest yield available, then prioritizing staking over lending.

As of the date of this MD&A, the Lending and Staking Policy provides the following limits for lending and staking of digital assets:

The Company’s lending arrangements policy is as follows:

(a) which party has legal title

The lender authorizes the counterparty e.g., Anchorage to draw down lent assets. Typically, the counterparty / borrower is then permitted to use Client’s Designated Assets for any lawful purpose.

(b) the status of the assets in the event of insolvency of the borrower

The lender shall have full recourse to Counterparty for any obligations hereunder in equity and at law. Upon any event of default, the lender shall be entitled to seek all remedies available at law or in equity for the full amount or any unpaid principal of any advance, accrued but unpaid fees or other amounts or property payable hereunder against Lender in addition to enforcing its security interest.

(c) contractual limitation on use and transfer of lent items by borrower

Typically, the Counterparty is then permitted to use client’s designated assets for any lawful purpose.

(d) borrower’s ability to initiate transactions with the borrowed assets, including but not limited to: sell, lend, pledge, and/or hypothecate

Typically, the Counterparty is then permitted to use Client’s Designated Assets for any lawful purpose, including selling, lending, pledging and/or hypothecating. Certain lending agreements require Counterparties to grant a security interest to the Company on any assets that are further lent out.

(e) borrowers’ rights regarding “co-mingling”

There is no specific language in the lending agreement but given the Counterparties can use for any lawful purpose, the Company’s believes that comingling can occur.

(f) callability terms and conditions (including “notice period”, if any).

Termination. Client may terminate any Advance of its Designated Assets upon three (3) business days’ prior notice (the date of such termination, the “Termination Date”), from time to time at its sole discretion through an Electronic Notice.

Investments, At Fair Value, Through Profit and Loss, As At June 30, 2025

At June 30, 2025, the Company’s investment portfolio consisted of no publicly traded investments and nine private investments for a total estimated fair value of $42,983,388 (December 31, 2024 – one public and nine private investments for a total estimated fair value of $37,348,081).

During the three and six months ended June 30, 2025, the Company had a realized loss of $8,588 and $478,182, respectively (three and six months ended June 30, 2024 – realized gains of $466,852) and an unrealized gain of $nil and $2,702, respectively (three and six months ended June 30, 2024 – unrealized loss of $476,168 and $1,838,948, respectively) on private and public investments.

At June 30, 2025, the Company’s eight private investments had a total fair value of $43,395,835.

At December 31, 2024, the Company’s nine private investments had a total fair value of $37,348,081.

Financial Results

The following is a discussion of the results of operations of the Company for the three and six months ended June 30, 2025, and 2024. They should be read in conjunction with the Company’s interim condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 and related notes. All amounts are in U.S. dollars.

Revenue Review

For the three and six months ended June 30, 2025, the Company recorded revenues of $13,423,305 and $57,081,334 respectively, compared with $25,330,339 and $21,777,175 in the three and six months ended June 30, 2024.

The net result of investment activities for the three and six months ended June 30, 2025 was $2,318,182 and $31,851,633 respectively, compared with $17,468,804 and $9,315,299 for the three and six months ended June 30, 2024 as per the table below.

Investment activities represents the net movement in the realized and unrealized gains (losses) of the Company’s digital assets less the net movements in realized and unrealized gains (losses) of the Company’s ETP obligations. As the Company holds excess cryptocurrency over and above that required to cover its ETP obligations, in periods of rising cryptocurrency prices, the Company is expected to generate a positive result from investment activities. Cryptocurrency price change in the second quarter of 2025 was mixed with strong performance by BTC and ETH but negative performance in many alternative coins such a DOT, ATOM, HBAR which lost value. The Company realized a gain of $17.3 million during the second quarter on a DeFi Alpha trade. This gain is included in the realized and net change in unrealized gain (loss) on digital assets of $70,904,037.

The Company’s net investment result in Q2 2025 was damped by an overall $18,718,193 increase in the DLOM it applied to its unlocked tokens. The total DLOM provision increased from $55,232,535 at March 31, 2025 to $73,950,728 at June 30, 2025. The increased DLOM is due to the acquisition of 18,737,981 locked SUI tokens during the second quarter of 2025 and token price increases on 1,057,091 locked SOL and 934,014 locked AVAX tokens held by the Company. The DLOM accounts for the lock up period extending to 2028 on the locked of the tokens. The Company shows how its revenues and EBITDA would present without the DLOM being applied in the non-IFRS measures section of this MD&A.

The Company intends to hold its equity investments in digital assets at FVTPL and locked SUI tokens until the digital assets become unlocked in 2028 such that any eventual sale of the digital assets would not be expected to occur at a discounted price. In the event the Company requires additional unlocked SOL, AVAX or SUI to meet ETP redemptions, the Company would seek to borrow tokens against its investments to meet redemptions, so as to avoid a sale of the locked tokens prior to the tokens becoming unlocked. The Company would seek to employ various other hedging strategies such as to short the underlying tokens and cover the short with locked tokens released over time. The locked tokens held by the Company are scheduled to be released between 2025 through 2028. The $73,950,728 DLOM balance at June 30, 2025 will reverse to $nil by 2028 and increase net income and shareholders’ equity once fully reversed.

The Company earned staking and lending income of $6,875,377 and $16,657,583 for the three and six months ended June 30, 2025 compared to $6,062,169 and $10,359,906 in the comparative period in 2024. The Company actively stakes and lends its digital assets to earn additional revenue. Staking income does fluctuate based on average AUM, percentage of AUM staked and staking yields in general on various coins. Average AUM in Q2 2025 decreased to approximately $748 million from approximately $789 million in Q1 2025. Q2 2025 staking income decreased from Q1 2025 due to 463,243 Solana coins being un-staked within one of the Company’s equity investments as part a redemption of unlocked tokens held by the Company’s equity investment. Q1 2025 also saw Solana reach all time highs of approximately $293 per token which was driven by a surge in network activity associated with Trump meme coin volumes in January 2025. This surge in interest increased staking rewards meaningfully during the first quarter if 2025 (effective staking yield of 5% on average AUM in Q1 2025) which had dropped off in Q2 2025 (effective staking yield of 3.62% on average AUM in Q2 2025). The Company’s effective staking yield earned during the first six months of 2025 was 4.3% on the average AUM of approximately $768 million.

The Company had management fee revenue of $2,129,392 and $4,662,247 for the three and six months ended June 30, 2025 compared to $1,573,154 and $2,857,343 in the three and six months ended June 30, 2024. The increase in management fees in both 2025 periods compared to the comparative periods is due to higher AUM and additional ETP products resulting in higher management fees. The Company had 70 ETP products on June 30, 2025 (increasing to 78 by the date of this MD&A). The average effective management fee yield earned during the second quarter of 2025 was 1.1% on the average AUM of $760 million. The Company reminds investors that while it charges 1.9% management fees on most of its ETP products, its BTC and ETH products have management fees of NIL bringing effective average management fee rate down. The strong price performance of BTC and ETH relative to most other cryptocurrencies brought the effective management field down slightly from the 1.3% earned in the first quarter of 2025. The blended management fee monetization for the first six months of 2025 was 1.2%.

Total AUM monetization in the second quarter of 2025 dropped to 4.7% from 6.2% in the first quarter of 2025 due to the factors noted above for staking and management fee income. Average AUM monetization for the six months ended June 30, 2025 was 5.5% on average AUM of approximately $775 million.

The Company recorded trading commissions from its Stillman business of $1,913,064 and $3,997,758 in the three and six months ended June 30, 2025 compared to $Nil and $Nil in the comparative periods. Stillman’s revenues were flat due to lower trading volumes and volatility in cryptocurrencies despite a rise in Bitcoin. Stillman was acquired during Q4 2024 and thus was not owned during H1 2024 comparative period.

The Company recorded research revenue of $175,750 and $358,500 in the three and six months ended June 30, 2025 compared to $243,010 and $618,610 in the three and six months ended June 30, 2024. Reflexivity had a soft first half of 2025 due to the volatility in cryptocurrency prices and staff turnover. Management believes that its partnership with Beluga will re-invigorate the business.

The Company had realized (loss) on investments of ($8,589) and ($478,182) for the three and six months ended June 30, 2025 compared to $466,852, and $466,852 in the comparative period in 2024. The Company sold all its shares in its Brazil Potash investment during the first half 2025 after its Q4 2024 and realized a loss.

The Company had unrealized gain (loss) on investments of $Nil and $2,702 compared to ($476,168) and ($1,838,948) in the comparative period. The nominal change the three and six months ended June 30, 2025 is due to the Company not making any material changes to the valuation of its private investments. The Company confirms that all investments are carried at estimated fair value.

Operating, general and administration

Compensation and consulting fees were $3,460,199 and $5,305,749 during the three and six months ended June 30, 2025 compared to $21,253,630 and $22,291,178 during the comparative three and six months ended June 30, 2024. During the second quarter of 2025, the Company brought on additional executives as noted in this MD&A and consultants to support its growth. The 2nd quarter also includes a full period of consolidation for the Neuronomics acquisition.

Marketing expense was $1,658,014 and $4,619,281 during three and six months ended June 30, 2025 compared with $719,857 and $1,142,740 in the comparative three and six months ended June 30, 2024. The Company ramped up marketing spending around its debut on Nasdaq in an effort to create more awareness in the United States.

General and administration was $664,254 and $1,203,972 during the three and six months ended June 30, 2025 compared to ($99,114) recovery and $339,248 in the comparative three and six months ended June 30, 2024. G&A comprises mainly rent & office, insurance and bank charges. The Company incurred additional insurance expenses as it increased its coverage limits.

Professional fees were $1,628,105 and $2,446,103 in the three and six months ended June 30, 2025 compared to $555,079 and $741,229 in the comparative three and six months ended June 30, 2024. The Company incurred additional legal fees associated with its Nasdaq listing and other costs incurred with the development of new markets.

Regulatory and transfer agent fees were $178,408 and $285,532 during the three and six months ended June 30, 2025 compared with $22,508 and $90,235 during the comparative three and six months ended June 30, 2024. The increase is due to higher market cap and increased listing fees associated with the Nasdaq listing.

Travel expenses were $202,383 and $253,551 during the three and six months ended June 30, 2025 compared with a recovery of ($9,960) and expense of $38,241 in the three and six months ended June 30, 2024. The increased travel expense is due to the team members travelling for business development in Asia and Africa.

Total depreciation and amortization was $333,098 and $706,219 for the three and six months ended June 30, 2025 compared to $380,098 and $763,369 during the three and six months ended June 30, 2024. The depreciation and amortization relates to the equipment, right of use assets and intangible assets acquired as part of the Company’s acquisitions.

Share based payments was $3,435,448 and $8,550,656 during the three and six months ended June 30, 2025 compared to $2,518,749 and $3,718,135 in the three and six months ended June 30, 2024. Higher share price and volatility inputs used in the Black Scholes model in 2025 contributed to the increased value of share based payments compared to the same periods in 2024.

Finance costs were $115,253 and $234,042 for the three and six months ended June 30, 2025 compared with $666,544 and $1,962,862 in the three and six months ended June 30, 2024. The decrease in financing costs is due to the Company repaying more of its loans (only Genesis loan outstanding at June 30, 2025).

Fees and commissions were $2,483,407 and $4,124,389 for the three and six months ended June 30, 2025 compared to $799,473 and $1,163,102 in the three and six months ended June 30, 2024. The increase in transaction costs relates to the trading of digital assets as brokerage commission and ETP issuance costs associated with the increased AUM.

Foreign (gain) loss was $281,034 and ($378,134) for the three and six months ended June 30, 2025 compared to $4,645,888 and $5,256,249 in the three and six months ended June 30, 2024. The (gains) loss reflects the currency fluctuations primarily in Company’s cash balances which are denominated in Swedish Krona, Euro and Swiss Franc.

Impairment loss was $Nil and $Nil in the three and six months ended June 30, 2025 compared to ($27,064) and $3,652,270 in the three and six months ended June 30, 2024. The Company impaired the costs related to the Solana IP acquisition in Q1 2024.

Cash used in operating activities was $69,931,974 for the six months ended June 30, 2025 compared with cash used of $27,129,404 in the comparative period. Cash used in operations before adjustments for working capital, investments and purchases and sales digital assets was $12,270,986 for the six months ended June 30, 2025 compared with cash used of $34,017,239 in the comparative period. The Company generally maintains its surplus working capital in digital assets and thus the operating cash flow statements will show a use of cash as long as more money is invested in cryptocurrencies than converted to U.S. dollars or other fiat currencies.

During the six months ended June 30, 2025, $79,762,581 was provided by financing activities compared to $35,947,125 in the comparative period. The Company received proceeds of $367,924,241 from ETP holders, $299,903 from sale of investments, proceeds of $5,860,199 from option exercises, and proceeds of $540,414 from warrant exercises partially offset by $290,482,938 used for payments to ETP holders, loans repaid of $2,502,103 and NCIB purchases of $1,877,135. During the six months ended June 30, 2024, the Company received proceeds of $299,785,029 from ETP holders, proceeds from sale of investments of $550,228, proceeds of $33,145 from option exercises, and proceeds of $1,009,443 from warrants, partially offset by $235,235,567 used for payments to ETP holders and NCIB purchases of $961,155. The cash provided from financing was higher in 2025 compared to 2024 due to higher net ETP sales in 2024, combined with higher option exercises in 2025.

The Company confirms that no changes to the Company’s financial conditions or performance have occurred during its first or second quarters of 2025.

Non-IFRS Measures

The Company has included certain non-IFRS performance measures, namely Adjusted Revenue, Adjusted Net income, EBITDA, Adjusted EBITDA and Adjusted Net Income Per Share throughout this document. These non-IFRS measures are used by management to assess the Company’s performance and provide additional information and transparency to investors with respect to the Company’s revenue and net income performance.

Non-IFRS performance measures, including Adjusted Revenue, Adjusted Net Income, EBITDA and, Adjusted EBITDA and Adjusted Net Income Per Share do not have a standardized meaning. As a result, these measures may not be comparable to similar measures presented by other companies. Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

“Adjusted Revenue” is a non-IFRS financial measure that is defined as revenue excluding the application of the DLOM.

“Adjusted Net Income” is a non-IFRS financial measure that is defined as net income excluding the application of the DLOM.

“Adjusted EBITDA” is a non-IFRS financial measure that is defined as Adjusted Net Income and adding back interest, taxes, depreciation, amortization of property and equipment, right-of-use assets and other intangible assets.

“Adjusted Net Income Per Share” is a non-IFRS financial measure that is defined as Adjusted Net Income divided by the total number of common shares of the Company issued and outstanding.

With respect to the DLOM adjustment, the Company intends to hold its equity investments until the underlying digital assets become unlocked such that any eventual sale of the underlying digital assets would not be expected to occur at a discounted price resulting from their lack of marketability as at the date of the Financial Statements. In the event the Company requires additional unlocked SOL or AVAX to meet SOL and AVAX ETP redemptions, the Company will seek to borrow SOL or AVAX, or against its equity investments to meet redemptions, so as to avoid a sale of the equity investments prior to the underlying digital assets becoming unlocked. The Company will also seek to employ various other hedging strategies so as to short the underlying tokens and cover the short with tokens released from the equity investees over time. Tokens underlying the investments are expected to be released over 2025 through 2028.

For a reconciliation of these measures to the most directly comparable financial information presented in the Financial Statements in accordance with IFRS, see the tables below:

Below is the Q1 2025 reconciliation for investors reference updated for U.S. dollar presentation and to remove a previous adjustment for Bitcoin collateral held at Genesis. This adjustment was removed as the Company subsequent to Q1 reduced its estimate of the number of coins it will recover from 359.38 to 69.68. The Company continues to employ all legal avenues available to recover as many Bitcoin as possible.

Liquidity and Capital Resources

In management’s view, given the nature of the Company’s operations, the most relevant financial information relates primarily to current liquidity, solvency and planned expenditures. The Company’s financial success will be dependent upon the execution and development of its new investment strategy and business operations. Such execution and development may take years to complete and the amount of resulting income, if any, is difficult to determine.

To date, the Company has not had any negative impacts to the Company’s digital assets holdings with the bankruptcies of Celsius, Voyager and Blockfi, with the exception for a small exposure to FTX as it held some of its own digital assets on the exchange. The Company has pay down its loans from cash flow generated by the business.

The Company loaned and staked more digital assets in Q2 2025 compared to Q2 2024 and as a result the Company earned more revenue via staking and lending. Higher AUM in the Company’s fee earning ETPs in Q2 2025 compared to Q2 2024 resulted in higher management fees. Overall, the Company’s total revenues improved in 2025 as a result of improving digital asset markets.

DeFi relies upon various sources of funds for its ongoing operating activities. These resources include operating profits, proceeds from dispositions of investments, interest and dividend income from investments and equity financings.

Loans Payable

As of June 30, 2025, loan principal of $6,000,000 (December 31, 2024 - $6,000,000) was outstanding The $6,000,000 loan payable is held with Genesis. On January 20, 2023, Genesis declared bankruptcy and currently is not allowing withdrawals and not extending new loans. On March 15, 2023, the Court ruled that the Genesis debtors may not sell, buy, trade in crypto assets without prior consent by the creditors. The Court also allowed for the payment of some service providers required for upholding the operations but nothing beyond that. The Company’s loan with Genesis is an open term loan. The Genesis loan and interest payable is $7,222,767 and secured with 359 BTC.

The Company has a $184,136 (December 31, 2024: $2,686,239) margin loan from a crypto liquidity provider.  The loan is secured by the equity in the Company’s margin trading account.  The crypto liquidity provider charges fluctuating interest rates typically ranging between 9% and 15% annually.

Operating Segments

The Company operates in various business lines based on where the subsidiaries operate. Valour operates the Company’s ETPs business line which involves issuing ETPs, hedging against the underlying digital asset, lending and staking of digital assets and management fees earned on the ETPs. DeFi Bermuda operates the Company’s Venture portfolio and node business lines. DeFi Alpha is a specialized trading desk with the sole focus of identifying low-risk arbitrage opportunities within the crypto ecosystem. The Reflexivity operates the Company’s research firm and Stillman and Stillman Bermuda operate the trading platform.

Information about the Company’s assets by segment is detailed below.